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                                                                     EXHIBIT 4.2

                     RESALE REGISTRATION RIGHTS AGREEMENT

                                    Between

                       Vitesse Semiconductor Corporation

                                      And

                             Lehman Brothers Inc.,

                              Goldman, Sachs & Co.

                                      And

                       Prudential Securities Incorporated

                           Dated as of March 13, 2000
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          Resale Registration Rights Agreement, dated as of March 13, 2000
between Vitesse Semiconductor Corporation, a Delaware corporation (together with
any successor entity, herein referred to as the "Company"), and Lehman Brothers
Inc., Goldman, Sachs & Co. and Prudential Securities Incorporated (collectively,
the "Initial Purchasers").

          Pursuant to the Purchase Agreement, dated March 7, 2000, between the
Company and the Initial Purchasers (the "Purchase Agreement"), the Initial
Purchasers have agreed to purchase from the Company up to $600,000,000
($720,000,000 if the Initial Purchasers exercise the over-allotment option in
full) in aggregate principal amount of the Company's 4.00% Convertible
Subordinated Debentures due 2005 (the "Debentures").  The Debentures will be
convertible into fully paid, nonassessable shares of common stock, par value
$0.01 per share, of the Company  (the "Common Stock") on the terms, and subject
to the conditions, set forth in the Indenture (as defined herein).  To induce
the Initial Purchasers to purchase the Debentures, the Company has agreed to
provide the registration rights set forth in this Agreement pursuant to Section
3(j) of the Purchase Agreement.

          The parties hereby agree as follows:

          1.   Definitions. As used in this Agreement, the following capitalized
terms shall have the following meanings:

          Advice:  As defined in Section 4(c)(ii) hereof.

          Additional Amounts:  As defined in Section 3(a) hereof.

          Affiliate:  As such term is defined in Rule 405 under the Securities
     Act.

          Agreement:  This Resale Registration Rights Agreement.

          Blue Sky Application:  As defined in Section 6(a) hereof.

          Broker-Dealer:  Any broker or dealer registered under the Exchange
     Act.

          Business Day:  A day other than a Saturday or Sunday or any federal
     holiday in the United States.

          Closing Date:  The date of this Agreement.

          Commission:  Securities and Exchange Commission.

          Common Stock:  As defined in the preamble hereto.

          Damages Payment Date:  Each Interest Payment Date.  For purposes of
     this Agreement, if no Debentures are outstanding, "Damages Payment Date"
     shall mean each March 15 and September 15.

          Debentures:  As defined in the preamble hereto.

          Effectiveness Period:  As defined in Section 2(a)(iii) hereof.

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          Effectiveness Target Date:  As defined in Section 2(a)(ii) hereof.

          Exchange Act:  Securities Exchange Act of 1934, as amended.

          Holder:  A Person who owns, beneficially or otherwise, Transfer
     Restricted Securities.

          Indemnified Holder:  As defined in Section 6(a) hereof.

          Indenture:  The Indenture, dated as of March 13, 2000, between the
     Company and State Street Bank & Trust Company of California, N.A., as
     trustee (the "Trustee"), pursuant to which the Debentures are to be issued,
     as such Indenture is amended, modified or supplemented from time to time in
     accordance with the terms thereof.

          Initial Purchasers:  As defined in the preamble hereto.

          Interest Payment Date:  As defined in the Indenture.

          Company:  As defined in the preamble hereto.

          Majority of Holders:  Holders holding 50% in aggregate principal
     amount of the Debentures outstanding at the time of determination of the
     Majority of Holders; provided, however,  that, for purposes of this
     definition, a holder of shares of Common Stock which constitute Transfer
     Restricted Securities that were previously issued upon conversion of
     Debentures shall be deemed to hold an aggregate principal amount of
     Debentures (in addition to the principal amount of Debentures held by such
     holder) equal to the product of (x) the number of such shares of Common
     Stock held by such holder and (y) the prevailing conversion price, such
     prevailing conversion price as determined in accordance with Section 12 of
     the Indenture.

          NASD:  National Association of Securities Dealers, Inc.

          Notice and Questionnaire:  The Notice of Registration Statement and
     Selling Security Holder Election and Questionnaire in substantially the
     form attached or Exhibit A hereto.

          Person:  An individual, partnership, corporation, unincorporated
     organization, trust, joint venture or a government or agency or political
     subdivision thereof.

          Prospectus:  The prospectus included in a Shelf Registration
     Statement, as amended or supplemented by any prospectus supplement and by
     all other amendments thereto, including post-effective amendments, and all
     material incorporated by reference into such Prospectus.

          Questionnaire Deadline:  As defined in Section 2(b) hereof.

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          Record Holder:  With respect to any Damages Payment Date, each Person
     who is a Holder on the record date with respect to the Interest Payment
     Date on which such Damages Payment Date shall occur.  In the case of a
     Holder of shares of Common Stock issued upon conversion of the Debentures,
     "Record Holder" shall mean each Person who is a Holder of shares of Common
     Stock which constitute Transfer Restricted Securities on the March 1 or
     September 1 immediately preceding the Damages Payment Date.

          Registration Default:  As defined in Section 3(a) hereof.

          Sale Notice:  As defined in Section 4(e) hereof.

          Securities Act:  Securities Act of 1933, as amended.

          Shelf Filing Deadline: As defined in Section 2(a)(i) hereof.

          Shelf Registration Statement:  As defined in Section 2(a)(i) hereof.

          Suspension Period.  As defined in Section 4(b)(i) hereof.

          TIA:  Trust Indenture Act of 1939, as in effect on the date the
     Indenture is qualified under the TIA.

          Transfer Restricted Securities:  Each Debenture and each share of
     Common Stock issued upon conversion of Debentures until the earliest to
     occur of:

               (i)   the date on which such Debenture or such share of Common
          Stock issued upon conversion has been effectively registered under the
          Securities Act and disposed of in accordance with the Shelf
          Registration Statement;

               (ii)  the date on which such Debenture or such share of Common
          Stock issued upon conversion (A) has been transferred in compliance
          with Rule 144 under the Securities Act or (B) may be sold or
          transferred pursuant to Rule 144 under the Securities Act without
          regard to the volume limitations thereof (or any other similar
          provision then in force); and

              (iii)  the date on which such Debenture or such share of Common
          Stock issued upon conversion ceases to be outstanding (whether as a
          result of redemption, repurchase and cancellation, conversion or
          otherwise).

          Underwritten Registration or Underwritten Offering:  A registration in
     which securities of the Company are sold to an underwriter for reoffering
     to the public.

          2.   Shelf Registration.

               (a)  The Company shall:

                    (i)   not later than 120 days after the earliest date of
               original issuance of any of the Debentures (the "Shelf Filing
               Deadline"), cause a registration statement

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               to be filed pursuant to Rule 415 under the Securities Act (the
               "Shelf Registration Statement"), which Shelf Registration
               Statement shall provide for resales of all Transfer Restricted
               Securities held by Holders that have provided the information
               required pursuant to the terms of Section 2(b) hereof;

                   (ii)   use its reasonable efforts to cause the Shelf
               Registration Statement to be declared effective by the Commission
               as promptly as is practicable but in no event later than 180 days
               after the earliest date of original issuance of any of the
               Debentures (the "Effectiveness Target Date"); and

                    (iii) use its reasonable efforts to keep the Shelf
               Registration Statement continuously effective, supplemented and
               amended as required by the provisions of Section 4(b) hereof to
               the extent necessary to ensure that: (A) it is available for
               resales by the Holders of Transfer Restricted Securities entitled
               to the benefit of this Agreement and (B) conforms with the
               requirements of this Agreement and the Securities Act and the
               rules and regulations of the Commission promulgated thereunder as
               announced from time to time, for a period (the "Effectiveness
               Period") of:

                          (1) two years following the last date of original
                    issuance of Debentures; or

                          (2) such shorter period that will terminate when (x)
                    all of the Holders of Transfer Restricted Securities (other
                    than the Company and its Affiliates) are able to sell all
                    Transfer Restricted Securities without restriction pursuant
                    to the volume limitation provisions of Rule 144 under the
                    Securities Act or any successor rule thereto, (y) when all
                    Transfer Restricted Securities have ceased to be outstanding
                    (whether as a result of redemption, repurchase and
                    cancellation, conversion or otherwise) or (z) all Transfer
                    Restricted Securities registered under the Shelf
                    Registration Statement have been sold.

               (b)  No Holder of Transfer Restricted Securities may include any
of its Transfer Restricted Securities in the Shelf Registration Statement
pursuant to this Agreement unless such Holder furnishes to the Company in
writing, prior to or on the 20th Business Day after the date the Notice and
Questionnaire is given to Holders (the "Questionnaire Deadline"), such
information as the Company may reasonably request for use in connection with the
Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein and in any application to be filed with or under state securities laws.
In connection with all such requests for information from Holders of Transfer
Restricted Securities, the Company shall notify such Holders of the requirements
set forth in the preceding sentence. No Holder of Transfer Restricted Securities
shall be entitled to Additional Amounts pursuant to Section 3 hereof unless such
Holder shall have provided all such reasonably requested information prior to or
on the Questionnaire Deadline. Each Holder as to which the Shelf Registration
Statement is being effected agrees to furnish promptly to the Company all
information required to be disclosed in

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order to make information previously furnished to the Company by such Holder not
materially misleading.

          3.   Additional Amounts.

               (a)  If:

                    (i)   the Shelf Registration Statement is not filed with the
               Commission prior to or on the Shelf Filing Deadline;

                    (ii)  the Shelf Registration Statement has not been declared
               effective by the Commission prior to or on the Effective Target
               Date;

                    (iii) subject to the provisions of Section 4(b)(i) hereof,
               the Shelf Registration Statement is filed and declared effective
               but, during the Effectiveness Period, shall thereafter cease to
               be effective or fail to be usable for its intended purpose
               without being succeeded within five Business Days by a post-
               effective amendment to the Shelf Registration Statement or a
               report filed with the Commission pursuant to Section 13(a),
               13(c), 14 or 15(d) of the Exchange Act that cures such failure
               and, in the case of a post-effective amendment, is itself
               immediately declared effective; or

                    (iv)   prior to or on the 45/th/ or 60/th/ day, as the case
               may be, of any Suspension Period, such suspension has not been
               terminated,

(each such event referred to in foregoing clauses (i) through (iv), a
"Registration Default"), the Company hereby agrees to pay additional amounts
("Additional Amounts") with respect to the Transfer Restricted Securities from
and including the day following the Registration Default to but excluding the
day on which the Registration Default has been cured which shall accrue as
follows:

                           (A) in respect of the Debentures, to each holder of
                    Debentures, (x) during the first 90-day period during which
                    a Registration Default shall have occurred and be
                    continuing, at the rate of an additional 0.25% of the
                    principal amount of the Debentures per year, and (y) during
                    the period commencing on the 91/st/ day following the day
                    the Registration Default shall have occurred and be
                    continuing, at the rate of an additional 0.50% of the
                    principal amount of the Debentures per year; provided that
                    in no event shall Additional Amounts accrue at a rate per
                    year exceeding 0.50% of the principal amount of the
                    Debentures; and

                           (B) in respect of any shares of Common Stock issued
                    upon conversion of Debentures, to each holder of such shares
                    of Common Stock, (x) during the first 90-day period in which
                    a Registration Default shall have occurred and be
                    continuing, at the rate of an additional 0.25% of the
                    principal amount of the Debentures converted into such
                    shares of Common Stock per year, and (y) during the period
                    commencing the 91/st/

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                    day following the day the Registration Default shall have
                    occurred and be continuing, at the rate of an additional
                    0.50% of the principal amount of the Debentures converted
                    into such shares of Common Stock per year; provided,
                    however, that in no event shall Additional Amounts accrue at
                    a rate per year exceeding 0.50% of the principal amount of
                    the Debentures converted into such shares of Common Stock.

               (b)  All accrued Additional Amounts shall be paid in arrears to
Record Holders by the Company on each Damages Payment Date by wire transfer of
immediately available funds. Following the cure of all Registration Defaults
relating to any particular Debenture or share of Common Stock issued upon
conversion of Debentures, the accrual of Additional Amounts with respect to such
Debenture or such share of Common Stock shall cease.

               All obligations of the Company to pay Additional Amounts set
forth in this Section 3 with respect to any Transfer Restricted Security at the
time such security ceases to be a Transfer Restricted Security shall survive
until such time as all such obligations with respect to such Transfer Restricted
Security shall have been satisfied in full provided, however, that the
Additional Amounts shall cease to accrue on the day immediately prior to the
date such Transfer Restricted Securities cease to be Transfer Restricted
Securities.

               The Additional Amounts set forth above shall be the exclusive
monetary remedy available to the Holders of Transfer Restricted Securities for
Registration Defaults.

          4.   Registration Procedures.

               (a)  In connection with the Shelf Registration Statement, the
Company shall comply with all the provisions of Section 4(b) hereof and shall
use its reasonable efforts to effect such registration to permit the sale of the
Transfer Restricted Securities being sold in accordance with the intended method
or methods of distribution thereof, and pursuant thereto, shall prepare and file
with the Commission a Shelf Registration Statement relating to the registration
on any appropriate form under the Securities Act.

               (b)  In connection with the Shelf Registration Statement and any
Prospectus required by this Agreement to permit the sale or resale of Transfer
Restricted Securities, the Company shall:

                    (i)  Subject to any notice by the Company in accordance with
               this Section 4(b) of the existence of any fact or event of the
               kind described in Section 4(b)(iii)(D), use its reasonable
               efforts to keep the Shelf Registration Statement continuously
               effective during the Effectiveness Period; upon the occurrence of
               any event that would cause any the Shelf Registration Statement
               or the Prospectus contained therein (A) to contain a material
               misstatement or omission or (B) not be effective and usable for
               the resale of Transfer Restricted Securities during the
               Effectiveness Period, the Company shall file promptly an
               appropriate amendment to the Shelf Registration Statement or a
               report filed with the Commission pursuant to Section 13(a),
               13(c), 14 or 15(d) of the Exchange Act, in the case of clause
               (A), correcting any such misstatement or omission, and, in the
               case of either clause (A)

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               or (B), use its reasonable efforts to cause such amendment to be
               declared effective and the Shelf Registration Statement and the
               related Prospectus to become usable for their intended purposes
               as soon as practicable thereafter. Notwithstanding the foregoing,
               the Company may suspend the effectiveness of the Shelf
               Registration Statement by written notice to the Holders for a
               period not to exceed an aggregate of 45 days in any 90-day period
               (each such period, a "Suspension Period") if:

                           (x)  an event occurs and is continuing as a result of
                    which the Shelf Registration Statement would, in the
                    Company's reasonable judgment, contain an untrue statement
                    of a material fact or omit to state a material fact required
                    to be stated therein or necessary to make the statements
                    therein not misleading; and

                           (y)  the Company reasonably determines that the
                    disclosure of such event at such time would have a material
                    adverse effect on the business of the Company (and its
                    subsidiaries, if any, taken as a whole);

               provided, however, that in the event the disclosure relates to a
               previously undisclosed proposed or pending material business
               transaction, the disclosure of which would impede the Company's
               ability to consummate such transaction, the Company may extend a
               Suspension Period from 45 days to 60 days; provided, however,
               that Suspension Periods shall not exceed an aggregate of 90 days
               in any 360-day period.

                    (ii)  Prepare and file with the Commission such amendments
               and post-effective amendments to the Shelf Registration Statement
               as may be necessary to keep the Shelf Registration Statement
               effective during the Effectiveness Period; cause the Prospectus
               to be supplemented by any required Prospectus supplement, and as
               so supplemented to be filed pursuant to Rule 424 under the
               Securities Act, and to comply fully with the applicable
               provisions of Rules 424 and 430A under the Securities Act in a
               timely manner; and comply with the provisions of the Securities
               Act with respect to the disposition of all securities covered by
               the Shelf Registration Statement during the applicable period in
               accordance with the intended method or methods of distribution by
               the sellers thereof set forth in the Shelf Registration Statement
               or supplement to the Prospectus.

                    (iii) Advise the underwriter(s), if any, and selling Holders
               promptly (but in any event within five Business Days) and, if
               requested by such Persons, to confirm such advice in writing:

                          (A) when the Prospectus or any Prospectus supplement
                    or post-effective amendment has been filed, and, with
                    respect to the Shelf Registration Statement or any post-
                    effective amendment thereto, when the same has become
                    effective,

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                          (B) of any request by the Commission for amendments to
                    the Shelf Registration Statement or amendments or
                    supplements to the Prospectus or for additional information
                    relating thereto,

                          (C) of the issuance by the Commission of any stop
                    order suspending the effectiveness of the Shelf Registration
                    Statement under the Securities Act or of the suspension by
                    any state securities commission of the qualification of the
                    Transfer Restricted Securities for offering or sale in any
                    jurisdiction, or the initiation of any proceeding for any of
                    the preceding purposes, or

                          (D) of the existence of any fact or the happening of
                    any event, during the Effectiveness Period, that makes any
                    statement of a material fact made in the Shelf Registration
                    Statement, the Prospectus, any amendment or supplement
                    thereto, or any document incorporated by reference therein
                    untrue, or that requires the making of any additions to or
                    changes in the Shelf Registration Statement or the
                    Prospectus in order to make the statements therein not
                    misleading.

               Each Holder of this Security, by accepting the same, agrees to
          hold any communication from the Company pursuant to this paragraph
          4(b)(iii) in confidence.

                    (iv) If at any time the Commission shall issue any stop
               order suspending the effectiveness of the Shelf Registration
               Statement, or any state securities commission or other regulatory
               authority shall issue an order suspending the qualification or
               exemption from qualification of the Transfer Restricted
               Securities under state securities or Blue Sky laws, use its
               reasonable efforts to obtain the withdrawal or lifting of such
               order at the earliest possible time.

                    (v) Furnish to each of the selling Holders and each of the
               underwriter(s), if any, before filing with the Commission, a copy
               of the Shelf Registration Statement and copies of any Prospectus
               included therein (other than documents incorporated by reference
               after the initial filing of the Shelf Registration Statement),
               which documents will be subject to the review of such Holders and
               underwriter(s), if any, for a period of at least ten Business
               Days, and the Company will not file the Shelf Registration
               Statement or Prospectus (other than documents incorporated by
               reference) to which a selling Holder of Transfer Restricted
               Securities covered by the Shelf Registration Statement or the
               underwriter(s), if any, shall reasonably object within five
               Business Days after the receipt thereof. The Company shall also
               furnish to each of the selling Holders and each of the
               underwriter(s), if any, before filing with the Commission, if
               reasonably practicable, or otherwise promptly after filing with
               the Commission, copies of any amendments to the Shelf
               Registration Statement or supplements to the Prospectus (other
               than documents incorporated by reference after the initial filing
               of the Shelf Registration Statement), and to make the Company's

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               representatives available for discussion of such amendments or
               supplements and make such changes in such amendments or
               supplements prior to the filing thereof, if reasonably
               practicable, or prepare and file further amendments or
               supplements, as the selling Holders or underwriter(s), if any,
               may reasonably request. A selling Holder or underwriter, if any,
               shall be deemed to have reasonably objected to such filing if the
               Shelf Registration Statement, amendment, Prospectus or
               supplement, as applicable, as proposed to be filed, contains a
               material misstatement or omission.

                    (vi) Make available at reasonable times for inspection by
               one or more representatives of the selling Holders, designated in
               writing by a Majority of Holders whose Transfer Restricted
               Securities are included in the Shelf Registration Statement, any
               underwriter participating in any distribution pursuant to the
               Shelf Registration Statement, and any attorney or accountant
               retained by such selling Holders or any of the underwriter(s),
               all financial and other records, pertinent corporate documents
               and properties of the Company as shall be reasonably necessary to
               enable them to exercise any applicable due diligence
               responsibilities, and cause the Company's officers, directors,
               managers and employees to supply all information reasonably
               requested by any such representative or representatives of the
               selling Holders, underwriter, attorney or accountant in
               connection with the Shelf Registration Statement after the filing
               thereof and before its effectiveness; provided, however, that any
               information designated by the Company as confidential at the time
               of delivery of such information shall be kept confidential by the
               recipient thereof; provided further, that in no event shall the
               Company be required to furnish any material nonpublic information
               pursuant to this subsection (vi).

                    (vii) If reasonably requested by any selling Holders or the
               underwriter(s), if any, promptly incorporate in the Shelf
               Registration Statement or Prospectus, pursuant to a supplement or
               post-effective amendment if necessary, such information as such
               selling Holders and underwriter(s), if any, may request to have
               included therein, including, without limitation: (A) information
               relating to the "Plan of Distribution" of the Transfer Restricted
               Securities, (B) information with respect to the principal amount
               of Debentures or number of shares of Common Stock being sold to
               such underwriter(s), (C) the purchase price being paid therefor
               and (D) any other terms of the offering of the Transfer
               Restricted Securities to be sold in such offering; provided,
               however, that with respect to any information requested for
               inclusion by a selling Holder, this clause (vii) shall apply only
               to such information that relates to the Transfer Restricted
               Securities to be sold by such selling Holder; and make all
               required filings of such Prospectus supplement or post-effective
               amendment as soon as reasonably practicable after the Company is
               notified of the matters to be incorporated in such Prospectus
               supplement or post-effective amendment.

                    (viii) Furnish to each selling Holder and each of the
               underwriter(s), if any, without charge, at least one copy of the
               Shelf Registration Statement, as first

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               filed with the Commission, and of each amendment thereto (and any
               documents incorporated by reference therein or exhibits thereto
               (or exhibits incorporated in such exhibits by reference) as such
               Person may request).

                    (ix)  Deliver to each selling Holder and each of the
               underwriter(s), if any, without charge, as many copies of the
               Prospectus (including each preliminary prospectus) and any
               amendment or supplement thereto as such Persons reasonably may
               request; subject to any notice by the Company in accordance with
               this Section 4(b) of the existence of any fact or event of the
               kind described in Section 4(b)(iii)(D), the Company hereby
               consents to the use of the Prospectus and any amendment or
               supplement thereto by each of the selling Holders and each of the
               underwriter(s), if any, in connection with the offering and the
               sale of the Transfer Restricted Securities covered by the
               Prospectus or any amendment or supplement thereto.

                    (x)   If an underwriting agreement is entered into and the
               registration is an Underwritten Registration, the Company shall:

                          (A) upon request, furnish to each underwriter and, in
                    the case of clause (1), to each selling Holder, in such
                    substance and scope as they may reasonably request and as
                    are customarily made by issuers to underwriters in primary
                    underwritten offerings, upon the date of closing of any sale
                    of Transfer Restricted Securities in an Underwritten
                    Registration:

                              (1) a certificate, dated the date of such closing,
                          signed by the Chief Financial Officer of the Company
                          confirming, as of the date thereof, the matters set
                          forth in Section 5(g) of the Purchase Agreement and
                          such other matters as such parties may reasonably
                          request;

                              (2) opinions, each dated the date of such closing,
                          of counsel to the Company covering such of the matters
                          as are customarily covered in legal opinions to
                          underwriters in connection with primary underwritten
                          offerings of securities; and

                              (3) customary comfort letters, dated the date of
                          such closing, from the Company's independent
                          accountants (and from any other accountants whose
                          report is contained or incorporated by reference in
                          the Shelf Registration Statement), in the customary
                          form and covering matters of the type customarily
                          covered in comfort letters to underwriters in
                          connection with primary underwritten offerings of
                          securities;

                          (B) set forth in full in the underwriting agreement,
                    if any, indemnification provisions and procedures which
                    provide rights no less protective than those set forth in
                    Section 6 hereof with respect to all parties to be
                    indemnified by the Company; and

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                          (C) deliver such other documents and certificates as
                    may be reasonably requested by such parties to evidence
                    compliance with clause (A) above and with any customary
                    conditions contained in the underwriting agreement or other
                    agreement entered into by the selling Holders pursuant to
                    this clause (x).

                    (xi)  Before any public offering of Transfer Restricted
               Securities, cooperate with the selling Holders, the
               underwriter(s), if any, and their respective counsel in
               connection with the registration and qualification of the
               Transfer Restricted Securities under the securities or Blue Sky
               laws of such jurisdictions as the selling Holders or
               underwriter(s), if any, may reasonably request and do any and all
               other acts or things necessary or advisable to enable the
               disposition in such jurisdictions of the Transfer Restricted
               Securities covered by the Shelf Registration Statement; provided,
               however, that the Company shall not be required (A) to register
               or qualify as a foreign corporation or a dealer of securities
               where it is not now so qualified or to take any action that would
               subject it to the service of process in any jurisdiction where it
               is not now so subject or (B) to subject themselves to taxation in
               any such jurisdiction if they are not now so subject.

                    (xii) Cooperate with the selling Holders and the
               underwriter(s), if any, to facilitate the timely preparation and
               delivery of certificates representing Transfer Restricted
               Securities to be sold and not bearing any restrictive legends
               (unless required by applicable securities laws) and enable such
               Transfer Restricted Securities to be in such denominations and
               registered in such names as the Holders or the underwriter(s), if
               any, may request at least two Business Days before any sale of
               Transfer Restricted Securities made by such underwriter(s).

                    (xiii) Use its reasonable efforts to cause the Transfer
               Restricted Securities covered by the Shelf Registration Statement
               to be registered with or approved by such other U.S. governmental
               agencies or authorities as may be necessary to enable the seller
               or sellers thereof or the underwriter(s), if any, to consummate
               the disposition of such Transfer Restricted Securities.

                    (xiv) Subject to Section 4(b)(i) hereof, if any fact or
               event contemplated by Section 4(b)(iii)(D) hereof shall exist or
               have occurred, use its reasonable efforts to prepare a supplement
               or post-effective amendment to the Shelf Registration Statement
               or related Prospectus or any document incorporated therein by
               reference or file any other required document so that, as
               thereafter delivered to the purchasers of Transfer Restricted
               Securities, the Prospectus will not contain an untrue statement
               of a material fact or omit to state any material fact required to
               be stated therein or necessary to make the statements therein not
               misleading.

                    (xv) Provide CUSIP numbers for all Transfer Restricted
               Securities not later than the effective date of the Shelf
               Registration Statement and provide the

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               Trustee under the Indenture with certificates for the Debentures
               that are in a form eligible for deposit with The Depository Trust
               Company.

                    (xvi) Cooperate and assist in any filings required to be
               made with the NASD and in the performance of any due diligence
               investigation by any underwriter that is required to be retained
               in accordance with the rules and regulations of the NASD.

                    (xvii) Otherwise use its best efforts to comply with all
               applicable rules and regulations of the Commission and all
               reporting requirements under the rules and regulations of the
               Exchange Act.

                    (xviii) Cause the Indenture to be qualified under the TIA
               not later than the effective date of the Shelf Registration
               Statement required by this Agreement, and, in connection
               therewith, cooperate with the Trustee and the holders of
               Debentures to effect such changes to the Indenture as may be
               required for such Indenture to be so qualified in accordance with
               the terms of the TIA, and execute and use its reasonable efforts
               to cause the Trustee thereunder to execute all documents that may
               be required to effect such changes and all other forms and
               documents required to be filed with the Commission to enable such
               Indenture to be so qualified in a timely manner.

                    (xix) Cause all Transfer Restricted Securities covered by
               the Shelf Registration Statement to be listed or quoted, as the
               case may be, on each securities exchange or automated quotation
               system on which similar securities issued by the Company are then
               listed or quoted.

                    (xx) Provide promptly to each Holder upon written request
               each document filed with the Commission pursuant to the
               requirements of Section 13 and Section 15 of the Exchange Act
               after the effective date of the Shelf Registration Statement.

                    (xxi) If reasonably requested by the underwriters, if any,
               make appropriate officers of the Company reasonably available to
               the underwriters for meetings with prospective purchasers of the
               Transfer Restricted Securities and prepare and present to
               potential investors customary "road show" material in a manner
               consistent with other new issuances of other securities similar
               to the Transfer Restricted Securities.

               (c)  Each Holder agrees by acquisition of a Transfer Restricted
Security that, upon receipt of any notice from the Company of the existence of
any fact of the kind described in Section 4(b)(iii)(D) hereof, such Holder will,
and will use its reasonable efforts to cause any underwriter(s) in an
Underwritten Offering to, forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the Shelf Registration Statement until:

                    (i)   such Holder has received copies of the supplemented or
               amended Prospectus contemplated by Section 4(b)(xv) hereof; or

                                       12
<PAGE>

                    (ii)  such Holder is advised in writing (the "Advice") by
               the Company that the use of the Prospectus may be resumed, and
               has received copies of any additional or supplemental filings
               that are incorporated by reference in the Prospectus.

If so directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice of suspension.

               (d)  Each Holder who intends to be named as a selling Holder in
the Shelf Registration Statement shall furnish to the Company in writing, no
later than the Questionnaire Deadline, such information regarding such Holder
and the proposed distribution by such Holder of its Transfer Restricted
Securities as the Company may reasonably request for use in connection with the
Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein. Holders that do not complete the questionnaire and deliver it to the
Company shall not be named as selling securityholders in the Prospectus or
preliminary Prospectus included in the Shelf Registration Statement and
therefore shall not be permitted to sell any Transfer Restricted Securities
pursuant to the Shelf Registration Statement. Each Holder who intends to be
named as a selling Holder in the Shelf Registration Statement shall promptly
furnish to the Company in writing such other information as the Company may from
time to time reasonably request in writing.

               (e)  Upon the effectiveness of the Shelf Registration Statement,
each Holder shall notify the Company at least three Business Days prior to any
intended distribution of Transfer Restricted Securities pursuant to the Shelf
Registration Statement (a "Sale Notice"), which notice shall be effective for
five Business Days. Each Holder of this Security, by accepting the same, agrees
to hold any communication by the Company in response to a Sale Notice in
confidence.

          5.   Registration Expenses.

              (a)   All expenses incident to the Company's performance of or
compliance with this Agreement shall be borne by the Company regardless of
whether a Shelf Registration Statement becomes effective, including, without
limitation:

                    (i)   all registration and filing fees and expenses
               (including filings made by any Initial Purchasers or Holders with
               the NASD);

                    (ii)  all fees and expenses of compliance with federal
               securities and state Blue Sky or securities laws;

                    (iii) all expenses of printing (including printing of
               Prospectuses and certificates for the Common Stock to be issued
               upon conversion of the Debentures), messenger and delivery
               services and telephone;

                    (iv)  all fees and disbursements of counsel to the Company
               and, subject to Section 5(b) below, the Holders of Transfer
               Restricted Securities;

                                       13
<PAGE>

                    (v)   all application and filing fees in connection with
               listing (or authorizing for quotation) the Common Stock on a
               national securities exchange or automated quotation system
               pursuant to the requirements hereof; and

                    (vi)  all fees and disbursements of independent certified
               public accountants of the Company (including the expenses of any
               special audit and comfort letters required by or incident to such
               performance).

               The Company shall bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal, accounting or other duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

               (b)  In connection with the Shelf Registration Statement required
by this Agreement, the Company shall reimburse the Initial Purchasers and the
Holders of Transfer Restricted Securities being registered pursuant to the Shelf
Registration Statement, as applicable, for the reasonable fees and disbursements
not to exceed the amount of $50,000 of not more than one counsel and, which
shall be Latham & Watkins, or such other counsel as may be chosen by a Majority
of Holders for whose benefit the Shelf Registration Statement is being prepared.

               6.   Indemnification and Contribution.

               (a)  The Company shall indemnify and hold harmless each Holder,
such Holder's officers and employees and each person, if any, who controls such
Holder within the meaning of the Securities Act (each, an "Indemnified Holder"),
from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof (including, but not limited to, any loss, claim,
damage, liability or action relating to resales of the Transfer Restricted
Securities), to which such Indemnified Holder may become subject, insofar as any
such loss, claim, damage, liability or action arises out of, or is based upon:

                    (i)   any untrue statement or alleged untrue statement of a
               material fact contained in (A) the Shelf Registration Statement
               or Prospectus or any amendment or supplement thereto or (B) any
               blue sky application or other document or any amendment or
               supplement thereto prepared or executed by the Company (or based
               upon written information furnished by or on behalf of the Company
               expressly for use in such blue sky application or other document
               or amendment on supplement) filed in any jurisdiction
               specifically for the purpose of qualifying any or all of the
               Transfer Restricted Securities under the securities law of any
               state or other jurisdiction (such application or document being
               hereinafter called a "Blue Sky Application"); or

                    (ii)  the omission or alleged omission to state therein any
               material fact required to be stated therein or necessary to make
               the statements therein, in the light of the circumstances under
               which they were made, not misleading,

and shall reimburse each Indemnified Holder promptly upon demand for any legal
or other expenses reasonably incurred by such Indemnified Holder in connection
with investigating or

                                       14
<PAGE>

defending or preparing to defend against any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or action arises out of, or is based upon, any untrue
statement or alleged untrue statement or omission or alleged omission made in
the Shelf Registration Statement or Prospectus or amendment or supplement
thereto or Blue Sky Application in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Holder (or its
related Indemnified Holder) specifically for use therein or out of the failure
by the Indemnified Holder to furnish to any purchaser of its Restricted Transfer
Security of the Prospectus and any supplement or amendment thereto in the form
provided to such Indemnified Holder by the Company. The foregoing indemnity
agreement is in addition to any liability which the Company may otherwise have
to any Indemnified Holder.

               (b)  Each Holder, severally and not jointly, shall indemnify and
hold harmless the Company, its officers and employees and each person, if any,
who controls the Company within the meaning of the Securities Act, from and
against any loss, claim, damage or liability, joint or several, or any action in
respect thereof, to which the Company or any such officer, employee or
controlling person may become subject, insofar as any such loss, claim, damage
or liability or action arises out of, or is based upon:

                    (i)   any untrue statement or alleged untrue statement of
               any material fact contained in the Shelf Registration Statement
               or Prospectus or any amendment or supplement thereto or any Blue
               Sky Application; or

                    (ii)  the omission or the alleged omission to state therein
               any material fact required to be stated therein or necessary to
               make the statements therein, in light of the circumstances under
               which they were made, not misleading,

but in each case only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Holder (or its related Indemnified Holder) specifically for use therein,
and shall reimburse the Company and any such officer, employee or controlling
person promptly upon demand for any legal or other expenses reasonably incurred
by the Company or any such officer, employee or controlling person in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred.  The foregoing
indemnity agreement is in addition to any liability which any Holder may
otherwise have to the Company and any such officer, employee or controlling
person.

               (c)  Promptly after receipt by an indemnified party under this
Section 6 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 6, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 6 except to the extent it has
been materially prejudiced by such failure; and provided, further, that the
failure to notify the indemnifying party shall not

                                       15
<PAGE>

relieve it from any liability which it may have to an indemnified party
otherwise than under this Section 6. If any such claim or action shall be
brought against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and, to
the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel satisfactory to
the indemnified party. After notice from the indemnifying party to the
indemnified party of its election to assume the defense of such claim or action,
the indemnifying party shall not be liable to the indemnified party under this
Section 6 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than reasonable
costs of investigation; provided, however, that a Majority of Holders shall have
the right to employ a single counsel to represent jointly a Majority of Holders
and their respective officers, employees and controlling persons who may be
subject to liability arising out of any claim in respect of which indemnity may
be sought by a Majority of Holders against the Company under this Section 7; and
provided, further, that if a Majority of Holders shall have reasonably concluded
that there may be one or more legal defenses available to them and their
respective officers, employees and controlling persons that are different from
or additional to those available to the Company and its officers, employees and
controlling persons, the fees and expenses of a single separate counsel shall be
paid by the Company. No indemnifying party shall:

                    (i)   without the prior written consent of the indemnified
               parties (which consent shall not be unreasonably withheld) settle
               or compromise or consent to the entry of any judgment with
               respect to any pending or threatened claim, action, suit or
               proceeding in respect of which indemnification or contribution
               may be sought hereunder (whether or not the indemnified parties
               are actual or potential parties to such claim or action) unless
               such settlement, compromise or consent includes an unconditional
               release of each indemnified party seeking indemnification
               hereunder from all liability arising out of such claim, action,
               suit or proceeding, or

                    (ii)  be liable for any settlement of any such action
               effected without its written consent (which consent shall not be
               unreasonably withheld), but if settled with its written consent
               or if there be a final judgment for the plaintiff in any such
               action, the indemnifying party agrees to indemnify and hold
               harmless any indemnified party from and against any loss or
               liability by reason of such settlement or judgment.

               (d)  If the indemnification provided for in this Section 6 shall
for any reason be unavailable or insufficient to hold harmless an indemnified
party under Section 6(a) or 6(b) in respect of any loss, claim, damage or
liability (or action in respect thereof) referred to therein, each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability (or action in respect thereof):

                    (i)   in such proportion as is appropriate to reflect the
               relative benefits received by the Company from the offering and
               sale of the Transfer Restricted

                                       16
<PAGE>

               Securities on the one hand and a Holder with respect to the sale
               by such Holder of the Transfer Restricted Securities on the
               other, or

                    (ii)  if the allocation provided by clause (6)(d)(i) is not
               permitted by applicable law, in such proportion as is appropriate
               to reflect not only the relative benefits referred to in clause
               6(d)(i) but also the relative fault of the Company on the one
               hand and the Holder on the other in connection with the
               statements or omissions or alleged statements or alleged
               omissions that resulted in such loss, claim, damage or liability
               (or action in respect thereof), as well as any other relevant
               equitable considerations.

The relative benefits received by the Company on the one hand and a Holder on
the other with respect to such offering and such sale shall be deemed to be in
the same proportion as the total net proceeds from the offering of the
Debentures purchased under the Purchase Agreement (before deducting expenses)
received by the Company as set forth in the table on Schedule 1 hereto, on the
one hand, bear to the total proceeds received by such Holder with respect to its
sale of Transfer Restricted Securities on the other.  The relative fault of the
parties shall be determined by reference to whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
the Holders on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The Company and each Holder agree that it would not be
just and equitable if the amount of contribution pursuant to this Section 6(d)
were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the first
sentence of this paragraph (d).  The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 6 shall be deemed to include, for
purposes of this Section 6, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending or
preparing to defend any such action or claim.  Notwithstanding the provisions of
this Section 6, no Holder shall be required to contribute any amount in excess
of the amount by which the total price at which the Transfer Restricted
Securities purchased by it were resold exceeds the amount of any damages which
such Holder has otherwise been required to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  The Holders' obligations to
contribute as provided in this Section 6(d) are several and not joint.

          7.   Rule 144A. In the event the Company is not subject to Section 13
or 15(d) of the Exchange Act, the Company hereby agrees with each Holder, for so
long as any Transfer Restricted Securities remain outstanding, to make available
to any Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such Transfer
Restricted Securities from such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Securities Act in order to permit resales
of such Transfer Restricted Securities pursuant to Rule 144A.

                                       17
<PAGE>

          8.   Participation in Underwritten Registrations.  No Holder may
participate in any Underwritten Registration hereunder unless such Holder:

                    (i)   agrees to sell such Holder's Transfer Restricted
               Securities on the basis provided in any underwriting arrangements
               approved by the Persons entitled hereunder to approve such
               arrangements; and

                    (ii)  completes and executes all reasonable questionnaires,
               powers of attorney, indemnities, underwriting agreements, lock-up
               letters and other documents required under the terms of such
               underwriting arrangements.

          9.   Selection of Underwriters.  The Holders of Transfer Restricted
Securities covered by the Shelf Registration Statement who desire to do so may
sell such Transfer Restricted Securities in an Underwritten Offering.  In any
such Underwritten Offering, the investment banker or investment bankers and
manager or managers that will administer the offering will be selected by a
Majority of Holders whose Transfer Restricted Securities are included in such
offering; provided, however, that such investment bankers and managers must be
reasonably satisfactory to the Company.

          10.  Miscellaneous.

               (a)  Remedies. The Company acknowledges and agrees that any
failure by the Company to comply with its obligations under Section 2 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Section 2
hereof. The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

               (b)  Adjustments Affecting Transfer Restricted Securities. The
Company shall not, directly or indirectly, take any action with respect to the
Transfer Restricted Securities as a class that would adversely affect the
ability of the Holders of Transfer Restricted Securities to include such
Transfer Restricted Securities in a registration undertaken pursuant to this
Agreement.

               (c)  No Inconsistent Agreements. The Company will not, on or
after the date of this Agreement, enter into any agreement with respect to its
securities that interfere with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. In addition, the
Company shall not grant to any of its security holders (other than the holders
of Transfer Restricted Securities in such capacity) the right to include any of
its securities in the Shelf Registration Statement provided for in this
Agreement other than the Transfer Restricted Securities. The Company has not
previously entered into any agreement (which has not expired or been terminated)
granting any registration rights with respect to its securities to any Person
which rights conflict with the provisions hereof.

                                       18
<PAGE>

               (d)  Amendments and Waivers. This Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of a Majority of Holders.

               (e)  Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail (registered or certified, return receipt requested), telex, telecopier, or
air courier guaranteeing overnight delivery:

                    (i)   if to a Holder, at the address set forth on the
               records of the registrar under the Indenture or the transfer
               agent of the Common Stock, as the case may be; and

                    (ii)  if to the Company:

                          Vitesse Semiconductor Corporation
                          741 Calle Plano
                          Camarillo, California  93012
                          Attn:  Chief Financial Officer

                          With a copy to:

                          Davis Polk & Wardwell
                          1600 El Camino Real
                          Menlo Park, California 94025
                          Attn:  Francis S. Currie

          All such notices and communications shall be deemed to have been duly
given at: the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and on the
next Business Day, if timely delivered to an air courier guaranteeing overnight
delivery.

               (f)  Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that (i) this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities from such Holder and (ii)
nothing contained herein shall be deemed to permit any assignment, transfer or
other disposition of Transfer Restricted Securities in violation of the terms of
the Purchase Agreement or the Indenture. If any transferee of any Holder shall
acquire Transfer Restricted Securities, in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to
all of the terms of this Agreement, and by taking and holding such Transfer
Restricted Securities such person shall be conclusively deemed to have agreed to
be bound by and to perform all of the terms and provisions of this Agreement.

                                       19
<PAGE>

               (g)  Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

               (h)  Securities Held by the Company or Their Affiliates. Whenever
the consent or approval of Holders of a specified percentage of Transfer
Restricted Securities is required hereunder, Transfer Restricted Securities held
by the Company or its Affiliates shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage.

               (i)  Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

               (j)  Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.

               (k)  Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.

               (l)  Entire Agreement. This Agreement is intended by the parties
as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with
respect to the Transfer Restricted Securities. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.

                                       20
<PAGE>

          In Witness Whereof, the parties have executed this Agreement as of the
date first written above.

                                  Vitesse Semiconductor Corporation

                                  By
                                    -------------------------------
                                    Name:
                                    Title:


                                  Lehman Brothers Inc.
                                  Goldman, Sachs & Co.
                                  Prudential Securities Incorporated

                                  By:  Lehman Brothers Inc.

                                  By
                                     -------------------------------
                                     Authorized Representative

                                       21
<PAGE>

                                                                      Schedule 1

                                  Net Proceeds
<TABLE>
<CAPTION>

                                                                      Per
                                                                   Debenture      Total
                                                                  ----------   ------------
<S>                                                               <C>          <C>
     Offering Price............................................         100%   $600,000,000
     Discounts and Commissions.................................         2.5%   $ 15,000,000
     Net Proceeds to the Company (before deducting expenses)...        97.5%   $585,000,000
</TABLE>


                                       1
<PAGE>

                                                                       Exhibit A

                       VITESSE SEMICONDUCTOR CORPORATION

                        NOTICE OF REGISTRATION STATEMENT

                                      AND


               SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE

________________________________________________________________________________

                                     NOTICE

     Vitesse Semiconductor Corporation (the "Company") has filed, or intends to
file, with the Securities and Exchange Commission (the "Commission") a
registration statement on Form S-3 or such other Form as may be available (the
"Shelf Registration Statement"), for the registration and resale under Rule 415
of the Securities Act of 1933, as amended (the "Securities Act"), of the
Company's 4.00% Convertible Subordinated Debentures due 2005 (CUSIP No.
928497AA4) (the "Debentures"), and common stock, par value $0.01 per share,
issuable upon conversion thereof (the "Shares" and together with the Debentures,
the "Transfer Restricted Securities") in accordance with the terms of the
Registration Rights Agreement, dated as of March 13, 2000 (the "Registration
Rights Agreement") between the Company and Lehman Brothers Inc., Goldman, Sachs
& Co. and Prudential Securities Incorporated.  A copy of the Registration Rights
Agreement is available from the Company upon request at the address set forth
below.  All capitalized terms not otherwise defined herein have the meaning
ascribed thereto in the Registration Rights Agreement.

     In order to sell or otherwise dispose of any Transfer Restricted Securities
pursuant to the Shelf Registration Statement, a beneficial owner of Transfer
Restricted Securities generally will be required to be named as a selling
securityholder in the related Prospectus, deliver a Prospectus to purchasers of
Transfer Restricted Securities, be subject to certain civil liability provisions
of the  Securities Act and be bound by those provisions of the Registration
Rights Agreement applicable to such beneficial owner (including certain
indemnification rights and obligations, as described below).  In order to be
included in the Shelf Registration Statement, this Election and Questionnaire
must be completed, executed and delivered to the Company at the address set
forth herein for receipt PRIOR TO OR ON [insert here date that is 20 business
days from the date of this notice] (the "Election and Questionnaire Deadline").
Beneficial owners that do not complete this Notice and Questionnaire prior to
the Election and Questionnaire Deadline and deliver it to the Company as
provided below will not be named as selling securityholders in the prospectus
and therefore will not be permitted to sell any Transfer Restricted Securities
pursuant to the Shelf Registration Statement.

     Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and the related Prospectus.
Accordingly, holders and beneficial owners of Transfer Restricted Securities are
advised to consult their own securities law counsel

                                      A-1
<PAGE>

regarding the consequences of being named or not being named as a selling
securityholder in the Shelf Registration Statement and the related Prospectus.


                                    ELECTION

     The undersigned Holder (the "Selling Securityholder") of Transfer
Restricted Securities hereby elects to include in the Shelf Registration
Statement the Transfer Restricted Securities beneficially owned by it and listed
below in Item 3 (unless otherwise specified under Item 3) pursuant to the Shelf
Registration Statement.  The undersigned, by signing and returning this Election
and Questionnaire, understands that it will be bound by the terms and conditions
of this Election and Questionnaire and the Registration Rights Agreement.

     Pursuant to the Registration Rights Agreement, the Selling Securityholder
has agreed to indemnify and hold harmless the Company, the Company's directors,
the Company's officers who sign the Shelf Registration Statement and each
person, if any, who controls the Company within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act, from and against
certain losses arising in connection with statements concerning the Selling
Securityholder made in the Shelf Registration Statement or the related
Prospectus in reliance upon the information provided in this Election and
Questionnaire.

     The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                 QUESTIONNAIRE

1.   (a)  Full legal name of Selling Securityholder:

     (b)  Full legal name of registered holder (if not the same as (a) above)
          through which Transfer Restricted Securities listed in (3) below are
          held:

     (c)  Full legal name of DTC participant (if applicable and if not the same
          as (b) above) through which Transfer Restricted Securities listed in
          (3) are held:

2.   Address for notices to Selling Securityholders:

     Telephone:

     Fax:

     Contact Person:

3.   Beneficial ownership of Transfer Restricted Securities:

     (a)  Type of Transfer Restricted Securities beneficially owned, and
          principal amount of Debentures or number of shares of Common Stock, as
          the case may be, beneficially owned:

                                      A-2
<PAGE>

     (b)  CUSIP No(s). of such Transfer Restricted Securities beneficially
          owned:

4.   Beneficial ownership of the Company's securities owned by the Selling
     Securityholder:

     Except as set forth below in this Item (4), the undersigned is not the
     beneficial or registered owner of any securities of the Company other than
     the Transfer Restricted Securities listed above in Item (3) ("Other
     Securities").

     (a)  Type and amount of Other Securities beneficially owned by the Selling
          Securityholder:

     (b)  CUSIP No(s). of such Other Securities beneficially owned:

5.   Relationship with the Company

     Except as set forth below, neither the undersigned nor any of its
     affiliates, officers, directors or principal equity holders (5% or more)
     has held any position or office or has had any other material relationship
     with the Company (or their predecessors or affiliates) during the past
     three years.

     State any exceptions here:


6.   Plan of Distribution

     Except as set forth below, the undersigned (including its donees or
     pledgees) intends to distribute the Transfer Restricted Securities listed
     above in Item (3) pursuant to the Shelf Registration Statement only as
     follows (if at all).  Such Transfer Restricted Securities may be sold from
     time to time directly by the undersigned or, alternatively, through
     underwriters, broker-dealers or agents.  If the Transfer Restricted
     Securities are sold through underwriters or broker-dealers, the Selling
     Securityholder will be responsible for underwriting discounts or
     commissions or agent's commissions.  Such Transfer Restricted Securities
     may be sold in one or more transactions at fixed prices, at prevailing
     market prices at the time of sale, at varying prices determined at the time
     of sale, or at negotiated prices.  Such sales may be effected in
     transactions (which may involve crosses or block transactions):

          (i)  on any national securities exchange or quotation service on
     which the Transfer Restricted Securities may be listed or quoted at the
     time of sale;

                                      A-3
<PAGE>

          (ii)  in the over-the-counter market;

          (iii) in transactions otherwise than on such exchanges or services or
     in the over-the-counter market; or

          (iv)  through the writing of options.

     In connection with sales of the Transfer Restricted Securities or
     otherwise, the undersigned may enter into hedging transactions with broker-
     dealers, which may in turn engage in short sales of the Transfer Restricted
     Securities and deliver Transfer Restricted Securities to close out such
     short positions, or loan or pledge Transfer Restricted Securities to
     broker-dealers that in turn may sell such securities.

     State any exceptions here:

     Note: In no event will such method(s) of distribution take the form of an
underwritten offering of the Transfer Restricted Securities without the prior
agreement of the Company.

     By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees it will comply, with the
provisions of the prospectus delivery and other provisions of the Securities Act
and the Exchange Act and the respective rules and regulations promulgated
thereunder, particularly Regulation M thereunder (or any successor rules or
regulations), in connection with any offering of Transfer Restricted Securities
pursuant to the Shelf Registration Statement.

     If the Selling Securityholder transfers all or any portion of the Transfer
Restricted Securities listed in Item 3 above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Election and Questionnaire and the Registration Rights
Agreement.

     By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and the
related Prospectus. The undersigned understands that such information will be
relied upon by the Company in connection with the preparation or amendment of
the Shelf Registration Statement and the related Prospectus.

     In accordance with the Selling Securityholder's obligation under the
Registration Rights Agreement to provide such information as may be required by
law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein that may occur subsequent to the date
hereof at any time while the Shelf Registration Statement remains effective.
All notices hereunder and pursuant to the Registration Rights Agreement shall be
made in writing at the address set forth below.

                                      A-4
<PAGE>

     Once this Election and Questionnaire is executed by the Selling
Securityholder and received by the Company, the terms of this Election and
Questionnaire and the representations and warranties contained herein shall be
binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives and assigns of the
Company and the Selling Securityholder with respect to the Transfer Restricted
Securities beneficially owned by such Selling Securityholder and listed in Item
3 above.  This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.

                                      A-5
<PAGE>

     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Election and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.

Dated:

Beneficial Owner

By:
    ---------------------------
    Name:
    Title:

Please return the completed and executed Election and Questionnaire for receipt
prior to or on [insert date of Election and Questionnaire Deadline] to Vitesse
Semiconductor Corporation at:

               Vitesse Semiconductor Corporation
               741 Calle Plano
               Camarillo, California  93012
               Attn:  Chief Financial Officer


                                     A-6
<PAGE>

                                                            EXHIBIT 1 TO ANNEX A

                          NOTICE OF TRANSFER PURSUANT
                           TO REGISTRATION STATEMENT



Vitesse Semiconductor Corporation
741 Calle Plano
Camarillo, California  93012
Attn:  Chief Financial Officer

State Street Bank and Trust Company of California, N.A.
c/o State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, Massachusetts 02111-1724
Attn:  Sandy Wong
Tel.  617-662-1545
Fax   617-662-1452

          Re:  Vitesse Semiconductor Corporation's 4.00% Convertible
               Subordinated Debentures due 2005 (the "Debentures")

Dear Sirs:

     Please be advised that                      has transferred $
aggregate principal amount of the above-referenced Debentures or
shares of the Company's Common Stock issued on conversion or repurchase of
Debentures, pursuant to the Registration Statement on Form S-3 (File No. 333-
     ) filed by the Company.

     We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied with respect to the
transfer described above and that the above named beneficial owner of the
Debentures or Common Stock is named as a selling securityholder in the
Prospectus dated          , or in amendments or supplements thereto, and that
the aggregate principal amount of the Debentures or number of shares of Common
Stock transferred are [all or a portion of] the Debentures or Common Stock
listed in such Prospectus, as amended or supplemented, opposite such owner's
name.

                             Very truly yours,


                             [name]
                             By:
                                --------------------------------
                                      (Authorized signature)


Dated:
       ------------


                                      A-7